cdr-10q_20200630.htm

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At August 7, 2020, there were 89,328,176 shares of Common Stock, $0.06 par value, outstanding.

Certain statements made in this Current Report on Form 10-Q or incorporated by reference herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cedar Realty Trust, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “estimates”, “projects”, “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import, or the negative thereof. Factors that could cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to: (i) the economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including: (a) the effectiveness or lack of effectiveness of governmental relief in providing assistance to large and small businesses, particularly including our retail tenants and other retailers, that have suffered significant declines in revenues as a result of mandatory business shut-downs, “shelter-in-place” or “stay-at-home” orders and social distancing practices, as well as individuals adversely impacted by the COVID-19 pandemic, (b) the duration of any such orders or other formal recommendations for social distancing and the speed and extent to which revenues of our retail tenants recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company’s tenants to make rent and other payments or honor other commitments under existing leases, (d) the potential adverse impact on returns from redevelopment projects, (e) to the extent we were seeking to sell properties in the near term, significantly greater uncertainty regarding our ability to do so at attractive prices, and (f) the broader impact of the severe economic contraction and increase in unemployment that has occurred in the short term and negative consequences that will occur if these trends are not quickly reversed; (ii) the ability and willingness of the Company’s tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; (iii) the loss or bankruptcy of the Company’s tenants, particularly in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic; (iv) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration, the Company’s ability to re-lease its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant, particularly, in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic, and the significant uncertainty as to when and the conditions under which potential tenants will be able to operate physical retail locations in future; (v) macroeconomic conditions, such as a disruption of or lack of access to capital markets and the adverse impact of the recent significant decline in the Company’s share price from prices prior to the spread of the COVID-19 pandemic; (vi) financing risks, such as the Company’s inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability; (vii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of LIBOR after 2021; (viii) the impact of the Company’s leverage on operating performance; (ix) risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; (x) risks endemic to real estate and the real estate industry generally; (xi) competitive risks; (xii) risks related to the geographic concentration of the Company’s properties in the Washington, D.C. to Boston corridor; (xiii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiv) the inability of the Company to realize anticipated returns from its redevelopment activities; (xv) uninsured losses; (xvi) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; and (xvii) information technology security breaches. For further discussion of factors that could materially affect the outcome of forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and other documents that the Company files with the Securities and Exchange Commission from time to time.

Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effects of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.

	June 30,			December 31,
	2020			2019
ASSETS
Real estate:
Land	$	290,530,000		$	293,456,000
Buildings and improvements		1,227,478,000			1,221,750,000
		1,518,008,000			1,515,206,000
Less accumulated depreciation		(411,041,000	)		(389,861,000	)
Real estate, net		1,106,967,000			1,125,345,000

Real estate held for sale		16,980,000			13,230,000
Cash and cash equivalents		68,233,000			2,747,000
Receivables		22,990,000			22,164,000
Other assets and deferred charges, net		38,928,000			42,139,000
TOTAL ASSETS	$	1,254,098,000		$	1,205,625,000

LIABILITIES AND EQUITY
Mortgage loan payable	$	45,882,000		$	46,370,000
Finance lease obligation		5,353,000			5,364,000
Unsecured revolving credit facility		176,900,000			106,000,000
Unsecured term loans		473,195,000			472,841,000
Accounts payable and accrued liabilities		61,664,000			50,502,000
Unamortized intangible lease liabilities		9,602,000			10,473,000
Total liabilities		772,596,000			691,550,000

Commitments and contingencies		-			-

Equity:
Cedar Realty Trust, Inc. shareholders' equity:
Preferred stock		159,541,000			159,541,000
Common stock ($0.06 par value, 150,000,000 shares authorized, 89,330,000 and 89,020,000 shares, issued and outstanding, respectively)		5,360,000			5,341,000
Treasury stock (2,962,000 and 3,068,000 shares, respectively, at cost)		(15,248,000	)		(16,311,000	)
Additional paid-in capital		873,550,000			872,724,000
Cumulative distributions in excess of net income		(522,805,000	)		(503,725,000	)
Accumulated other comprehensive (loss)		(22,518,000	)		(7,009,000	)
Total Cedar Realty Trust, Inc. shareholders' equity		477,880,000			510,561,000
Noncontrolling interests:
Minority interests in consolidated joint ventures		751,000			435,000
Limited partners' OP Units		2,871,000			3,079,000
Total noncontrolling interests		3,622,000			3,514,000
Total equity		481,502,000			514,075,000
TOTAL LIABILITIES AND EQUITY	$	1,254,098,000		$	1,205,625,000

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
REVENUES
Rental revenues	$	28,461,000		$	35,309,000		$	63,576,000		$	71,901,000
Other		159,000			351,000			7,529,000			642,000
Total revenues		28,620,000			35,660,000			71,105,000			72,543,000
EXPENSES
Operating, maintenance and management		5,508,000			6,162,000			13,229,000			14,129,000
Real estate and other property-related taxes		4,978,000			5,087,000			10,100,000			10,297,000
General and administrative		3,906,000			5,418,000			8,908,000			10,216,000
Depreciation and amortization		14,426,000			10,346,000			28,173,000			20,475,000
Total expenses		28,818,000			27,013,000			60,410,000			55,117,000

OTHER
Gain on sales		-			2,841,000			-			2,942,000
Impairment charges		(133,000	)		-			(7,607,000	)		-
Total other		(133,000	)		2,841,000			(7,607,000	)		2,942,000

OPERATING (LOSS) INCOME		(331,000	)		11,488,000			3,088,000			20,368,000

NON-OPERATING INCOME AND EXPENSES
Interest expense		(5,678,000	)		(5,944,000	)		(11,195,000	)		(11,835,000	)
Total non-operating income and expenses		(5,678,000	)		(5,944,000	)		(11,195,000	)		(11,835,000	)

NET (LOSS) INCOME		(6,009,000	)		5,544,000			(8,107,000	)		8,533,000

Net (income) loss attributable to noncontrolling interests:
Minority interests in consolidated joint ventures		(140,000	)		(144,000	)		(316,000	)		(249,000	)
Limited partners' interest in Operating Partnership		52,000			(17,000	)		80,000			(19,000	)
Total net (income) attributable to noncontrolling interests		(88,000	)		(161,000	)		(236,000	)		(268,000	)

NET (LOSS) INCOME ATTRIBUTABLE TO CEDAR REALTY TRUST, INC.		(6,097,000	)		5,383,000			(8,343,000	)		8,265,000

Preferred stock dividends		(2,688,000	)		(2,688,000	)		(5,376,000	)		(5,376,000	)

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(8,785,000	)	$	2,695,000		$	(13,719,000	)	$	2,889,000

NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (BASIC AND DILUTED):	$	(0.10	)	$	0.03		$	(0.16	)	$	0.03

Weighted average number of common shares - basic and diluted		86,509,000			86,260,000			86,439,000			86,420,000

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019

Net (loss) income	$	(6,009,000	)	$	5,544,000		$	(8,107,000	)	$	8,533,000

Other comprehensive income - unrealized (loss) on change in fair value of cash flow hedges		(588,000	)		(8,596,000	)		(15,602,000	)		(14,038,000	)

Comprehensive (loss)		(6,597,000	)		(3,052,000	)		(23,709,000	)		(5,505,000	)

Comprehensive (income) attributable to noncontrolling interests		(85,000	)		(108,000	)		(143,000	)		(182,000	)

Comprehensive (loss) attributable to Cedar Realty Trust, Inc.	$	(6,682,000	)	$	(3,160,000	)	$	(23,852,000	)	$	(5,687,000	)

	Cedar Realty Trust, Inc. Shareholders
															Cumulative			Accumulated
									Treasury			Additional			distributions			other
	Preferred stock				Common stock				stock,			paid-in			in excess of			comprehensive
	Shares		Amount		Shares		Amount		at cost			capital			net income			income			Total
Balance, December 31, 2019		6,450,000	$	159,541,000		89,020,000	$	5,341,000	$	(16,311,000	)	$	872,724,000		$	(503,725,000	)	$	(7,009,000	)	$	510,561,000
Net (loss) income		—		—		—		—		—			—			(2,246,000	)		—			(2,246,000	)
Unrealized (loss) on change in fair value of cash flow hedges		—		—		—		—		—			—			—			(14,924,000	)		(14,924,000	)
Share-based compensation, net		—		—		305,000		19,000		1,006,000			(159,000	)		—			—			866,000
Common stock sales, net of issuance expenses		—		—		2,000		—		—			5,000			—			—			5,000
Preferred stock dividends		—		—		—		—		—			—			(2,688,000	)		—			(2,688,000	)
Distributions to common shareholders/noncontrolling interests		—		—		—		—		—			—			(4,468,000	)		—			(4,468,000	)
Reallocation adjustment of limited partners' interest		—		—		—		—		—			5,000			—			—			5,000
Balance, March 31, 2020		6,450,000		159,541,000		89,327,000		5,360,000		(15,305,000	)		872,575,000			(513,127,000	)		(21,933,000	)		487,111,000
Net (loss) income		—		—		—		—		—			—			(6,097,000	)		—			(6,097,000	)
Unrealized (loss) on change in fair value of cash flow hedges		—		—		—		—		—			—			—			(585,000	)		(585,000	)
Share-based compensation, net		—		—		—		—		57,000			973,000			—			—			1,030,000
Common stock sales, net of issuance expenses		—


Title of each class	Name of each exchange on which registered	Trading Symbol(s)
Common Stock, $0.06 par value	New York Stock Exchange	CDR
7-1/4% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	New York Stock Exchange	CDRpB
6-1/2% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value	New York Stock Exchange	CDRpC

Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets – June 30, 2020 and December 31, 2019	4

	Consolidated Statements of Operations – Three and six months ended June 30, 2020 and 2019	5

	Consolidated Statements of Comprehensive (Loss) – Three and six months ended June 30, 2020 and 2019	6
	Consolidated Statements of Equity – Six months ended June 30, 2020 and 2019	7-10

	Consolidated Statements of Cash Flows – Three and six months ended June 30, 2020 and 2019	11

	Notes to Consolidated Financial Statements – June 30, 2020	12-20

Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	21-29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29-30

Item 4.	Controls and Procedures	30

Part II. Other Information

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	31

Signatures		32

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐